Nondisclosure Noncompetition and Proprietary Rights Sample Clauses

Nondisclosure Noncompetition and Proprietary Rights. The rights and obligations of the Company and the Executive contained in Article V ("Nondisclosure, Noncompetition and Proprietary Rights") of the Employment Agreement shall continue to apply after a Change of Control.
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Nondisclosure Noncompetition and Proprietary Rights. The rights and obligations of the Company and the Executive contained in Article VI hereof shall continue to apply after a Change of Control.
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Nondisclosure Noncompetition and Proprietary Rights. The provisions of Article V (Nondisclosure, Noncompetition and Proprietary Rights) of the Employment Agreement and the related Appendix B thereto shall remain in full force and effect, and Employee hereby agrees to such provisions as of the date hereof, as if they were set forth in this Agreement in their entirety, except that Employment Term shall mean the term of Employee’s employment hereunder and Date of Termination shall mean the Retirement Date hereunder. The remedies provided for in such Article V shall apply to the payments provided for in paragraph 3 hereof to the same extent as such remedies would apply to a payment under Article IV, Section 3 of the Employment Agreement.
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Nondisclosure Noncompetition and Proprietary Rights. The provisions of Article V (Nondisclosure, Noncompetition and Proprietary Rights) of the Employment Agreement and the related Appendix B thereto shall remain in full force and effect, and Employee hereby agrees to such provisions as of the date hereof, as if they were set forth in this Agreement in their entirety, except that Employment Term shall mean the term of Employee's employment hereunder and Date of Termination shall mean the date of Employee's termination of employment hereunder, and that the fourth and fifth sentences of Section 4 of Article V are hereby amended to read as follows: "In particular, the Employee acknowledges that the payments provided under paragraph 4 of this Agreement are conditioned upon the Employee fulfilling any noncompetition and nondisclosure agreements contained herein. In the event the Employee shall at any time materially breach or threaten to breach any noncompetition or nondisclosure agreements contained herein, the Company may suspend or eliminate payments under paragraph 4 of this Agreement during the period of such breach or threatened breach. The Company and Employee acknowledge that Employee's voluntary compliance with the noncompetition and nondisclosure provisions hereof constitutes a significant part of the consideration for the Company's agreement to make the payments specified in paragraph 4. Therefore, the Company and Employee acknowledge that it is the intent of this Agreement that if Employee engages in conduct described as prohibited conduct under this paragraph 8, the Company may suspend or eliminate payments under paragraph 4 during the period of such conduct, even if the parties' contractual prohibitions on such conduct are determined to be invalid, illegal or unenforceable under applicable law." For avoidance of doubt, the reference in Section 3 of Article V of the Employment Agreement (and similar reference in Article 9 of the Supplemental Executive Retirement Plan) to the jurisdictions in which the Employee "regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries" shall refer to those jurisdictions in which
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Nondisclosure Noncompetition and Proprietary Rights 
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Related to Nondisclosure Noncompetition and Proprietary Rights

  • Confidentiality and Proprietary Rights Executive agrees to read, sign and abide by Company’s Employee Innovations and Proprietary Rights Assignment Agreement, which is provided with this Agreement and incorporated herein by reference.

  • Confidentiality; Proprietary Rights The Employee has executed and agrees to be bound by the provisions governing confidentiality, proprietary rights and non-competition contained in Exhibit C to this Agreement, which provisions will survive termination of this Agreement for any reason.

  • EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT In consideration of my employment or continued employment by CALIPER TECHNOLOGIES CORP. (the "COMPANY"), and the compensation now and hereafter paid to me, I hereby agree as follows:

  • Noncompetition Nonsolicitation and Confidentiality As a material inducement to continue to employ him, Employee agrees to execute the Noncompetition, Nonsolicitation and Confidentiality Agreement attached hereto as Exhibit A, the terms of which are incorporated herein by reference.

  • Confidentiality and Non-Competitions To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

  • Noncompetition and Confidentiality (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company.

  • Confidentiality and Noncompetition The Executive shall enter into the Confidentiality Agreement and Non-Compete Agreement. The Executive’s execution of those agreements is a material inducement for the Company to enter into this Agreement. Therefore, this Agreement will be null and void unless the Executive enters into the Confidentiality Agreement and the Non-Compete Agreement.

  • Proprietary Information and Inventions Agreements The Company shall require all employees and consultants with access to confidential information to execute and deliver a Proprietary Information and Inventions Agreement in substantially the form approved by the Company’s Board of Directors.

  • Confidentiality and Non-Competition To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

  • Nondisclosure and Noncompetition As an inducement to the Company to enter into this Agreement, the Executive represents to and covenants with or in favor of the Company as follows:

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